PEPSICO INC — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2015-03-01

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-01	PepsiCo, Inc. Common Stock	A	90680	$0.00	Acquired	766894	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-01	Phantom Stock Units	$	A	1281.6563	Acquired		PepsiCo, Inc. Common Stock (1281.6563)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7392.7562	Indirect

Footnotes

F1: This number represents the PepsiCo Equity Performance units ("PEPunits") granted to the reporting person as a portion of her compensation from PepsiCo, Inc. These PEPunits will become vested on March 1, 2018 subject to absolute stock price performance and relative total shareholder return consistent with a pre-established payout scale determined for the three-year performance period and approved by the Compensation Committee. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PEPunits granted, depending on the level of performance achieved.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 27, 2015.

F3: These phantom units are held under the PepsiCo Executive Income Deferral Program and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F4: This amount relates to dividends credited to the reporting person's phantom stock account on various dates between March 1, 2014 and March 1, 2015 pursuant to PepsiCo's Executive Income Deferral Program, at prices ranging from $83.50 to $95.74.

F5: This security is payable pursuant to the reporting person's election and the terms of PepsiCo's Executive Income Deferral Program.